Opinion
Argued October 14, 1885
Decided October 30, 1885
S.P. Nash for appellants. Joseph A. Shoudy for respondents.
The plaintiffs' right of recovery depends upon the effect of defendants' letter of July 9, 1880, read in the light of the surrounding circumstances. What these were, the evidence establishes without dispute or controversy, so that no question of fact remained for the consideration of the jury, and no error was committed by the trial court in treating the case as involving only a question of law. ( Underhill v. Vandervoort, 56 N.Y. 242; White's Bank v. Myles, 73 id. 335.) The letter referred to was written by the defendants in answer to one from Van Asche Co. which stated an inability to settle their debt to the defendants during that season, and sought a delay of ultimate payment expressed in these words, viz.: "For this reason we are emboldened to expect that you will allow us to continue our drafts and remittances as we had been doing till now, and liquidate during the next crop." The defendants replied; regretting the emergency; postponing an answer to the desired extension of credit until the return of an absent partner; but since drafts for $37,000 were about to mature which the defendants had accepted, and for which resources were to be provided in advance of the partner's return and the final answer promised, the letter added: "In the mean time we naturally rely upon the renewal of the $37,000 which fell due the 29th instant." Of course that renewal contemplated a temporary continuation of credit and delay of ultimate payment to be accomplished in the manner indicated by the letter of Van Asche Co. and by the process of "drafts and remittances" which had characterized the dealings of the parties. What that process was the evidence fully discloses, and the explanation was properly permitted to be proved.
Van Asche Co. would draw sixty-day drafts upon the defendants and procure funds by their sale, remitting the proceeds by short drafts purchased, thus in each instance putting the defendants in funds with which to meet their acceptances; and a continued repetition of the process operating to postpone the final payment of Van Asche Co. and carrying their debt through the agency of defendants' credit. It was to this process and this mode of renewal that Van Asche Co. referred in asking an extension, and to the same process that defendants referred when they in substance requested the renewal of the $37,000 as a temporary arrangement in advance of a final consent or refusal to extend liquidation to the next crop. Upon this understanding of the correspondence both parties acted. Van Asche Co. drew upon the defendants at sixty days, and having sold drafts for $15,000, remitted that amount to defendants, who expressed surprise and cabled to Havana the inquiry "why only $15,000; must send $22,000 first steamer," to which Van Asche Co. replied "$22,000 Saturday steamer." It is beyond question that the defendants perfectly understood that these remittances were the product of drafts drawn on them in the usual way, and in accordance with the request contained in their letter. Van Asche Co. sold their draft on defendants for $22,000 to the present plaintiffs, who were shown the letter of authority, and parted with their money upon its faith. Payment of the drafts having been refused, this action was brought. It is conceded that an absolute authority to draw is equivalent to an unconditional promise to pay the draft; ( Merchants' Bank v. Griswold, 72 N.Y. 472); but the appellants' contention is that the language of the letter is not explicit, does not promise to accept and pay, and is ambiguous. Reading it in the light of its surroundings, it is explicit and unambiguous. It requests a renewal of the character and by the process which both parties understood, and plainly authorized the drafts which were made. Special promissory words were unnecessary, where the language employed sufficiently imported a legal obligation. The authority need not be phrased in the precise and formal language of a legal document. Mercantile correspondence rarely has that characteristic, and often is abbreviated and assumes what is readily understood. It is enough in the present case that the defendants' letter authorized the draft when it requested the renewal which could only be made by that process, and was expected so to be made.
No error was committed on the trial, and the judgment should be affirmed, with costs.
All concur.
Judgment affirmed.